Introduction

Students participating in the Business Law Transactions Clinic provide legal services on transactional and governance matters relating to the business needs of the Clinic's clients. The Clinic provides legal services to nonprofit organizations, as well as to social enterprises that may not have access to the traditional legal market and that operate in areas of concern to the public. For further details about the Clinic, please see our brochure. If you would like further information on becoming one of the Clinic’s clients, please look at our intake form.

Course Description

In the Clinic program, first offered in the Spring 2010 semester, students have worked on:

We expect students in the Clinic will develop analytical, planning, drafting, negotiation, interviewing, counseling and presentation skills in the context of client projects and reality-grounded class work. Students will learn to understand legal documents as business communications and to communicate complex legal concepts, factual matters and tactical choices in simple, concise, organized and understandable ways.

We focus on providing practical and thoughtful support to senior leaders of both nonprofit and certain for-profit businesses. We expect that Clinic students will do great work for our clients. In addition, we want our students to see how business lawyers can serve the community by advising social enterprises and engaging in pro bono work, board service and volunteer activities.

The Clinic includes a weekly two-hour seminar, which focuses on the business lawyer’s multiple roles in assessing, planning and managing corporate transactions. Most seminars will feature guest speakers, typically practicing lawyers whose specialties contribute to strategic decisions made by business executives or executives who work with business lawyers on transactions. Student exercises in the seminars will include negotiations, analysis of hypothetical transactions, and presentations of student work. In addition, the seminar will involve some substantive law sessions, including discussions of relevant ethical and not-for-profit law provisions and other areas that may be required for effective representation.

The following are some examples of the Clinic’s work:

For a for-profit creative agency that helps academic and research institutions to make knowledge more accessible to the public through digital-first experiences, drafted templates for client service agreements and standard employment terms, and provided counsel and drafted documents relating to formation of a public benefit corporation.

For various nonprofit organizations with operations in multiple countries, drafted related-party agreements among their affiliates in those countries.

For a nonprofit theater company, drafted forms of agreements to be used with actors and set designers.

For a nonprofit incubator, drafted forms of agreements to be used with program participants and employees.

For a for-profit social enterprise that produces candles and donates a portion of the proceeds to charity, drafted forms of agreements to be used with retailers and customers, and negotiated the terms of a commercial lease.

For a nonprofit civil rights organization, drafted an agreement which governs the sharing of employees and costs with a related organization.

For several for-profit startups with social missions, drafted financing documents for seed round fundraising, including convertible promissory notes, and provided advice regarding securities law compliance.

For a for profit startup bakery in an underdeveloped neighborhood, advised on initial investment from a nonprofit organization that supports local entrepreneurs.

For a for‐profit company developing an app to fight hunger and eliminate wasted food, advised regarding compliance with the New York charitable solicitation laws, drafted collaboration agreements with restaurants and charities and revised website terms of use;

For a for-profit software analytics firm utilizing big data to route enterprises more efficiently and analyze traffic data to promote public safety, drafted term sheets for potential partnerships with logistics companies.

For a nonprofit advisory firm that collaborates with government, funders and social service providers on social impact bonds, advised on structuring a proposed transaction.

For a nonprofit animal hospital, drafted forms of agreements regarding non-competition and non-solicitation covenants and a memorandum of understanding with a partner veterinary provider for work of residents;

For a nonprofit organization which provides legal services to children in foster care, prepared an amendment to a funding contract with the State of New York, a contract with a software developer, a social networking policy, a memorandum on employer liability in connection with background checks, guidance on standards for hosting an online bulletin board, amended bylaws, an investment policy and a disaster and data recovery plan;For a for‐profit education consulting company and for a nonprofit media organization, advised on proposed acquisitions of for‐profit companies, including drafting an acquisition term sheet and non‐disclosure agreements and conducting due diligence;

For a nonprofit civil rights organization, revised a contract regarding archiving of records and prepared a records retention policy;

For a nonprofit organization providing tutoring services in public school, drafted a contract with a public school and a template for additional public schools;

For an organization that supports cancer patients and their families, drafted a license agreement;

For an organization providing services for victims of domestic violence, revised forms of contracts and advised on issues regarding privileged information;

For several nonprofit and for‐profit companies, prepared forms of professional services agreements, statements of work and agreements with consultants;

For an organization providing services to women seeking career advancement, drafted an agreement with an agency of the City of New York to provide training sessions;

For an arts organization and day care center prepared collaboration agreements;

For a community health organization, advised on transfer of technology contracts;

For an organization that supports a subsidiary of the United Nations, reviewed form of corporate sponsorship;

For various organizations, prepared investment policies and reviewed grant agreements for compliance with the New York Prudent Management of Institutional Funds;

For a sponsoring organization, prepared forms of fiscal sponsorship agreements;

For NYU School of Law, drafted a series of agreements and memorandum of understanding to structure a proposed student organization; and

Administrative Information

The seminar meets once a week for one hour and 50 minutes and students are expected to attend every seminar. Students interested in the clinic must also be available on a weekly basis for in-person meetings with the supervising attorneys to discuss client projects and to participate in calls and meetings with clients, and at other times and locations as client work may demand. Students will spend an average of at least 10 hours per week on client work.

Application Procedure

Students should fill out and submit the standard application, resume and law school transcript using CAMS, the online application system. There will be no interview, but the faculty members may contact you with questions regarding your application. For more information about the Clinic, please contact Naveen Thomas, Jillian Schroeder-Fenlon, or any of the prior students listed below.